COMBINED INCENTIVE AND NONQUALIFIED STOCK OPTION AGREEMENT
EXHIBIT 4.22
COMBINED INCENTIVE AND NONQUALIFIED STOCK OPTION AGREEMENT
WHEREAS, Global Precision Medical
Inc., a British Columbia corporation (the "Company"), believes that it is in the
best interests of the Company to make its stock available to selected employees,
directors, consultants or independent contractors of or to the Company or any of
its present or future parent or subsidiary corporations or to any other person
providing good and valuable consideration to the Company, as an inducement to
maintain the initial and/or continuing participation of Xxxxxxx Xxxxxx (the
"Optionee") within the Company; and
WHEREAS the Board of Directors of the
Company has granted an incentive or nonqualified stock option to the Optionee
under the terms hereof, and
WHEREAS the Company has established
the Company's 2002 Option Plan (the "Plan") for the purpose of making shares of
ownership of the Company available to selected employees, directors, consultants
or independent contractors of or to the Company or any of its present or future
parent or subsidiary corporations or to any other person providing good and
valuable consideration to the Company, the terms of which Plan are hereby
incorporated by reference.
NOW THEREFORE, in consideration of
the foregoing, the Company and the Optionee have executed this Agreement
evidencing and confirming the issuance by the Company to the Optionee of an
option for the purchase of shares of common stock in accordance with the
following terms and conditions:
1. Definitions:
"Agreement" means this Combined Incentive and Nonqualified Stock Option Agreement. "Share(s)" means the share(s) of authorized common stock of the Company.
"Company" means Global Precision Medical Inc., a British Columbia corporation.
"Date of Grant" means the day on which the Optionee is granted the Stock Option pursuant to the
terms of this Agreement.
"Optionee" means [name of Optionee].
"Plan" means the 2002 Option Plan.
"Stock Option" means the right to purchase Shares pursuant to the terms of this Agreement after
such right has been granted as provided herein.
2. Grant of Shares and Period of Exercise. Pursuant to the Plan, the company hereby grants to the Optionee a Stock Option to purchase a total of 25,000
shares in the capital stock of the Company (the "Shares") exercisable at the exercise price of US$1.00 per Share (the "Exercise Price").
The Stock Option granted hereunder shall be exercisable for a period commencing on September 23, 2002 and expiring on September 23, 2007.
3. Subject to Plan. The Stock Option shall be subject to the terms and conditions set out in the Plan. In the event of a conflict between this Agreement and the
Plan, this Agreement shall govern.
4. Method of Exercise. The Stock Option shall be exercised by written notice from the Optionee to the Company. Payment for the full amount of the ExercisePrice for the number of Shares specified in the notice shall be made within five (5) business days of the notice and shall be made in cash or by certified check. Upon receipt of such payment, the Company shall issue and deliver the specified number of Shares to the Optionee.
5. Adjustment in Certain Events. The Exercise Price and the number and kind of securities purchasable upon the exercise of the Stock Option shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
5.1 Reclassification, Consolidation or Merger.
In the case of any reclassification or change of the Shares issuable upon the
exercise of the Stock Option or in the case of any consolidation or merger of
the Company with or into another corporation (other than a merger with a wholly-
owned subsidiary in which the Company is a continuing corporation and which does
not result in any reclassification or change of the Shares issuable upon
exercise of the Stock Option), the Company, or such successor, as the case may
be, shall execute a stock option plan, providing that the Optionee shall have
the right to exercise the Stock Option in the same manner as provided herein,
and upon such exercise to receive, in lieu of each unit of ownership theretofore
issuable upon exercise of the Stock Option, the number and kind of Shares, other
securities, money or property receivable upon such reclassification, change,
consolidation or merger by a holder of one Share of the stock. Such new stock
option plan shall provide for adjustments which shall be as nearly equivalent
its may be practicable to the adjustments provided for in this Section 5. The
provisions of this subsection 5.1 shall similarly apply to successive
reclassifications, changes, consolidations or mergers and shall be construed so
as to preserve the relative interest of the Optionee against diminution or
dilution as a result of any such occurrence or occurrences.
5.2 Adjustment of Exercise Price. The applicable
Exercise Price in effect shall be subject to adjustment (to the nearest tenth of
a cent) from time to time if the Company declares a dividend or other
distribution payable in Shares, subdivides its outstanding Shares into a larger
number, or combines its outstanding Shares into a smaller number. In any such
event, the Exercise Price in effect immediately prior to such dividend,
distribution, subdivision, or combination, as the case may be, shall forthwith
be adjusted to that price determined by multiplying the Exercise Price by a
fraction (i) the numerator of which shall be the total number of outstanding
Shares prior to such dividend, distribution. subdivision, or combination; and
(ii) the denominator of which shall be the total number of outstanding Shares
immediately after such dividend, distribution, subdivision, or combination.
5.3 Adjustment of Number of Shares. Upon each
adjustment in the Exercise Price, the number of Shares purchasable hereunder
shall be adjusted, to the nearest whole share, to the product obtained by
multiplying the number of Shares purchasable immediately prior to such
adjustment in the Exercise Price by a fraction (i) the numerator of which shall
be the Exercise Price immediately prior to such adjustment, and (ii) the
denominator of which shall be the exercise price immediately after such
adjustment.
6. Fractional Shares. No fractional Shares shall
be issued in connection with any exercise hereunder. In the event of any
adjustment in the number of Shares covered by any Stock Option, any fractional
Shares resulting from such adjustment shall be disregarded and such Stock Option
shall cover only the number of full Shares resulting from such adjustment.
7. Shares Fully Paid: Reservation of Shares. All
Shares which may be issued upon the exercise of the Stock Option shall, upon
issuance, be duly authorized, validly issued, fully paid and non-assessable, and
free of any liens and encumbrances except for restrictions on transfer provided
for herein or under applicable securities laws. During the period within which
the purchase right represented by the Stock Option may be exercised, the Company
shall at all times have authorized, and reserved for the purpose of the issue
upon exercise of the purchase right represented by the Stock Option, a
sufficient number of Shares to provide for the exercise of the purchase right
represented by the Stock Option.
8. Rights Prior to Exercise of Stock Option.
The Optionee shall have no rights as a shareholder of the Company with respect
to any Shares until exercise of the Stock Option, payment of the Exercise Price
and transfer on the books and records of the Company as set forth herein.
9. Prohibition of Transfer. No Stock Option
granted hereunder may be sold, assigned, transferred, pledged or in any way
hypothecated or alienated, voluntarily, involuntarily or by operation of law.
10. Warranties of the 0ptionee. The Stock Option
granted hereunder may be exercised by the Optionee only if at the time of
exercise each of the following is true:
10.1 The Optionee is acquiring the Shares for the
Optionee's own personal account for investment and not for the account of any
other person(s) and without any intention of selling or making a further
distribution of the Shares;
10.2 The Optionee is in a financial position to hold the
Shares for an indefinite period of time and is able to bear the economic risk
and withstand a complete loss of the Optionee's investment in the Shares; and
10.3 The Optionee has obtained, to the extent necessary,
the Optionee's own personal professional advisor with respect to the risks
inherent in the investment in the Shares, and the suitability of the investment
in the Shares in light of the Optionee's financial condition and investment
needs; and
10.4 The Optionee acknowledges that, unless otherwise
notified in writing by the Company, the Optionee is aware that:
10.4.1 The Shares have not been registered under the
Securities Act of 1933, as amended, nor have they been registered to qualify
under the Securities Act of any of the United States or any other jurisdiction
and the Company may or may not register or qualify the Shares thereunder;
10.4.2 The Optionee may not legally sell the Shares
unless and until they are registered and/or qualified or unless the Shares
qualify for exemption from registration and/or qualification under applicable
securities laws;
10.4.3 The Optionee agrees that all Shares acquired
pursuant to this Agreement are for investment only and that said Shares shall
bear any and all necessary legends and restrictions;
10.4.4 The Company is not a reporting issuer as defined
in the Securities Act (British Columbia) and, consequently, any Shares acquired
by a British Columbia resident on the exercise of the Stock Option will be
subject to an indefinite hold period in British Columbia.
11. The grant of this Stock Option, execution of this
Agreement or exercise of any portion of this Stock Option shall not confer upon
the Optionee any right to, or guarantee of, continued employment or association
with the Company or any of its subsidiaries, or in any way limit the right of
the Company or such subsidiaries to terminate employment or association of the
Optionee.
12. Governing Law and Venue. This Agreement shall
be governed by and construed under the laws of the province of British Columbia
(without reference to its choice of laws or rules) as if to be entered into and
performed wholly within the province of British Columbia by residents of the
province of British Columbia. Venue of any action arising out of this Agreement
shall be had in Vancouver, British Columbia.
13. Should any provision or portion of this Agreement
be held unenforceable or invalid for any reason, the remaining provision and
portions shall be unaffected by such holding.
14. This Agreement constitutes the sole mid entire
agreement of the parties hereto respecting the sale and purchase of Shares
pursuant to the Stock Option and correctly sets for the rights, duties and
obligations of each to the other with respect to the subject matter hereof as of
its date. Any prior agreements, promises, negotiations or representations
concerning its subject matter not expressly set forth in this Agreement are of
no force or effect.
15. This Agreement may be executed in several parts and
by facsimile and such parts shall together form one original agreement.
16. Any notice of demand which either party may give to
the other hereunder shall be in writing and shall be effective when delivered
personally or sent by registered mail, postage prepaid, addressed, if to the
Optionee, as follows:
Xxxxxxx Xxxxxx
#000 - 0000 Xxxxxx Xxxxx
Xxxx Xxxxxxxxx, XX X0X0X0
and if to the Company:
Global Precision Medical Inc.
000 - 0000 Xxxxxx Xxxxx
Xxxx Xxxxxxxxx, XX X0X 0X0
Facsimile: (000) 000-0000
DATED as of the 23rd day of September 2002.
OPTIONEE:
GLOBAL PRECISION MEDICAL INC.
_________________________________
_____________________________________
Signature
[name]
_____________________________________
[title]
